Miscellaneous Hardware Supply Agreement

MISCELLANEOUS HARDWARE SUPPLY AGREEMENT

This Miscellaneous Hardware Supply Agreement (the Agreement) is entered into as of day of , by and between Supplier: and Purchaser: .

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and delivering hardware components and related parts described herein; and

WHEREAS, Purchaser desires to procure and Supplier desires to supply miscellaneous hardware items in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to govern purchase orders and releases issued under this Agreement and to establish the responsibilities, delivery schedules, pricing and commercial terms for the supply of such hardware.

SCOPE OF WORK

Supplier shall supply, package and deliver the hardware items, components and assemblies as described in individual purchase orders issued by Purchaser and accepted by Supplier. Supplier shall perform all work in a professional manner consistent with industry standards and in compliance with applicable specifications, drawings and samples furnished or approved by Purchaser.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery terms shall be as set forth in each purchase order. Unless otherwise agreed in writing, delivery shall be FOB Purchaser's specified delivery location. Supplier shall package and mark goods to protect against damage and comply with applicable shipping requirements.

Purchaser shall have an inspection period of calendar days from receipt to inspect and reject nonconforming goods. Supplier shall, at its expense, promptly replace or correct nonconforming goods following timely notice from Purchaser.

PAYMENT TERMS

Purchaser shall pay Supplier the amounts agreed in each purchase order and accepted by Supplier. Unless otherwise stated on the face of a purchase order, the aggregate contract price for the first release is: $ .

Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by applicable law, if lower) on overdue amounts from the due date until paid.

Wire transfer    Check    ACH

WARRANTIES; LIMITATIONS; INDEMNITY

Supplier warrants that all goods supplied under this Agreement shall conform to agreed specifications, be free from material defects in workmanship and materials, and be new at the time of delivery. The warranty period shall be days from the date of acceptance unless otherwise specified in a purchase order.

Except for Supplier's express warranty obligations, Supplier disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability or fitness for a particular purpose.

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement, subject to the indemnified party's compliance with notice and cooperation requirements.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed in writing, orally or by inspection that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information with the same degree of care used for its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except as required to perform this Agreement or as required by law. Confidential Information does not include information that is publicly known through no breach of this Agreement or independently developed without use of the other party's Confidential Information.

TERM AND TERMINATION

This Agreement shall commence on the effective date set forth above and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent such delay or failure arises from causes beyond its reasonable control, including acts of God, fire, flood, epidemic, war, strikes, or governmental actions. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by confirmed courier, or upon receipt if sent by certified mail to the addresses above or such other address as a party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by the courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

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